# SAAS SUBSCRIPTION AGREEMENT
Date: 8 May 2029
Parties: Asterline Software Ltd and Mersey Clinics Group Ltd
## 1. Parties and purpose
Asterline Software Ltd (Company No. 12100549) provides its cloud scheduling platform to Mersey Clinics Group Ltd (Company No. 09441027) for 80 authorised users from 8 May 2029 to 7 May 2030. The subscription is non-exclusive, non-transferable except within Mersey’s group, and limited to internal clinical administration.
## 2. Scope, price and subject
The fee is £1,920 per month plus VAT, billed quarterly in advance; additional users cost £24 per user-month. Asterline may increase fees on renewal by no more than 5% on 60 days’ notice. Undisputed invoices are due in 30 days, with interest under the Late Payment of Commercial Debts (Interest) Act 1998.
## 3. Operating duties
Asterline targets 99.9% monthly availability excluding scheduled maintenance, emergency maintenance, customer systems and force majeure. A monthly service credit is 5% of the affected month’s fee for availability below target, capped at 25%; credits are not Mersey’s exclusive remedy for a repeated material failure. Support is UK business-hours, with a four-hour critical incident response.
## 4. Compliance, records and controls
Mersey is the controller and Asterline the processor for patient data. Schedule 2 is the UK GDPR Article 28 processing agreement: documented instructions, confidentiality, technical measures, sub-processor notice, assistance with rights and DPIAs, breach notification without undue delay and return or deletion at exit. Data remains in the UK or approved transfer mechanism.
## 5. Term, ending and remedies
Asterline owns the platform, documentation and improvements; Mersey owns its records and content. Mersey grants only the licence needed to host and process them. Asterline may use aggregated, irreversibly anonymised service statistics, never identifiable patient data, for security and product improvement. Neither party may upload confidential data to a public AI service.
## 6. Liability and reservations
The initial term renews annually unless either party gives 60 days’ notice. Either may terminate for uncured material breach after 30 days, insolvency or unlawful processing; Mersey may terminate immediately for a substantiated serious security breach. Asterline provides export in CSV or JSON within 30 days and deletes live data after 90 days, subject to legal retention.
## 7. Governing law and signatures
Aggregate liability is capped at fees paid in the preceding 12 months, excluding fraud, death or personal injury from negligence, wilful misconduct, confidentiality misuse, data-protection fines to the extent unlimitable, and payment obligations. English law governs and courts of England and Wales have exclusive jurisdiction. Directors Ella Price and David Mensah sign.